240000000311.pdf

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Collaborative Research Environment (Data Analytics Solution)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

July 1, 2024 June 30, 2029 5 - 1 Year June 30, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

NA

P-Card Direct Voucher (PRC) Other Yes No

115 W. Allegan St., Suite 430

Lansing MI 48909

John Roach

913-240-6830 jroach@resultant.com

VS0153211

Resultant LLC

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Angela Wright

517-899-4646

DTMB

Various DTMB wrighta33@michigan.gov

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Change Notice Number 4

Contract Number MA240000000311 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

0 Years

$4,492,549.00 ($124,204.00) $4,368,345.00

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective October 27, 2025, the parties reduce the Contract value by -$124,204, which is the net effect of adjusting the fee schedule due to a delay in deployment and adding additional services detailed in the attached SOW.

All other terms, conditions, specifications and pricing remain the same. Per Contractor, agency, and DTMB Central Procurement approval.

AGENCY NAME PHONE EMAIL

DTMB Kevin Doyle 517-331-0857 DoyleK4@michigan.gov

DTMB Giget Schlyer 517-582-8330 SchlyerG@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 4 TO CONTRACT NO. MA240000000311

Michigan.gov/MiProcurement

Version 2021-1 1 of 4

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Collaborative Research Environment DTMB-driven Infrastructure Deployment and Extension of Licensing Coverage Period

Period of Coverage:

7/1/2024-6/30/2029

Requesting Department:

DTMB - Michigan Center for Data and Analytics

Date:

04/16/2025

Agency Program Manager: Kevin Doyle

Email:

DoyleK4@michigan.gov

Phone:

517-331-0857

DTMB Program Manager: Giget Schlyer

Email:

SchlyerG@michigan.gov

Phone:

517-582-8330

Contractor Contract Administrator: John Roach

Email:jroach@resultant.c om

Phone:

913-240-6830

Brief description of services to be provided:

BACKGROUND:

The State of Michigan – Michigan Center for Data and Analytics contracted with Resultant to deliver a Collaborative Research Environment (Contract 240000000311).

This environment is a flexible, scalable data analytics environment for internal and external researchers to leverage, along with the accompanying functionality to collaborate, monitor data usage, and proactively identify potential risk introduced through usage of the data analytics environment. This solution will create a state-controlled data analytics environment for users to engage with data, rather than simply passing files for end users to analyze.

During the course of the initial phase of work, it was determined that Resultant did not have the level of system access originally anticipated. As a result, Resultant has been required to participate in additional coordination, meetings and effort to complete the scope of work.

SCOPE OF WORK:

The following scope changes have been identified for the MCDA CoRE/PEARL Implementation Project:

1. Due to a delay in deployment, The Licensing and Production Support Services billing cycle will change from July 1 each year to November 1 each year and will be prorated to align with the Contract end date adjusting the total Annual Licensing and Services fees by the amount of -$199,204.00.

Version 2021-1 2 of 4

Schedule B Pricing, Contract Annual Licensing and Services table is deleted in its entirety and replaced with the following:

Annual Licensing and Services Term Fees

• CoRE License

• CoRE Analysis Enablement

Bundle

6/1/2025- 10/31/2025

$100,000 $75,000

• Production Support Services 9/1/2025-

10/31/2025

$110,000

• CoRE License

• CoRE Analysis Enablement

Bundle

11/1/2025- 10/31/2026

$200,000 $150,000

• Production Support Services 11/1/2025- 10/31/2026

$226,600

• CoRE Analysis Enablement

Bundle

11/1/2026- 10/31/2027

• Production Support Services 11/1/2026- 10/31/2027

$233,398

• CoRE Analysis Enablement

Bundle

11/1/2027- 10/31/2028

• Production Support Services 11/1/2027- 10/31/2028

$240,399

• CoRE Analysis Enablement

Bundle

11/1/2028- 6/30/2029

$133,333 $100,000

• Production Support Services 11/1/2028- 6/30/2029

$165,075

• CoRE Analysis Enablement

Bundle

Total Fees

$833,333 $625,000

• Production Support Services Total Fees

$975,472

Option Year Pricing

• CoRE Analysis Enablement

Bundle

• Production Support Services

Year 6 $200,000

$255,041

Version 2021-1 3 of 4

• CoRE License

• CoRE Analysis Enablement

Bundle

• Production Support Services

Year 7 $200,000 $150,000 $262,693

• CoRE License

• CoRE Analysis Enablement

Bundle

• Production Support Services

Year 8 $200,000 $150,000 $270,574

• CoRE License

• CoRE Analysis Enablement

Bundle

• Production Support Services

Year 9 $200,000 $150,000 $247,612

• CoRE License

• CoRE Analysis Enablement

Bundle

• Production Support Services

Year 10 $200,000

$278,692

2. Schedule B Pricing Section 4 Implementation Provision Environment Fee is modified to include the fee of $75,000 for the additional time and resources necessary to address the access limitations and support the successful project completion as shown in the table below, Change Order 4.

Activity Original Fees

Change Order 1

Change Order 2

Change Order 4

Project Management $105,378.75 $105,378.75 $105,378.75 $105,378.75

Requirements Design & Validation

$97,256.25 $97,256.25 $97,256.25 $97,256.25

Provision Environments $205,333.00 $237,833.00 $237,833.00

+$75,000.00

$312,833.00

Installation and Configuration $185,962.50 $185,962.50 $185,962.50 $185,962.50

Project Expiration Development

$0.00 $0.00 $22,500.00 $22,500.00

Testing and Acceptance $73,609.80 $73,609.80 $73,609.80 $73,609.80

Version 2021-1 4 of 4

Implementation Service Fees Total

$667,540.30 $700,040.30 $722,540.30 $797,540.30

Contract Value Summary Table Previous Contract Value $4,492,549 Licensing and Production Support Services Fee Adjustment -$199,204

Implementation Service Fees Adjustment $75,000

Total Adjustment to Contract Value -$124,204 New Contract Value $4,368,345

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Collaborative Research Environment (Data Analytics Solution)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

July 1, 2024 June 30, 2029 5 - 12 Months June 30, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

NA

P-Card Direct Voucher (PRC) Other Yes No

115 W. Allegan St., Suite 430

Lansing MI 48909

John Roach

913-240-6830 jroach@resultant.com

VS0153211

Resultant LLC

C O

N

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A C

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Jarrod Barron

517-249-0406

DTMB

Various DTMB

BarronJ1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

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Change Notice Number 2

Contract Number MA240000000311 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$3,333,049.00 $22,500.00 $3,355,549.00

DESCRIPTION

Effective 3/19/2025, the parties add $22,500 for the services in the attached Project Expiration Enhancement statement of work.

Further, the parties add the following language to the Contract:

"Accessibility Requirements. The State is required to comply with the Americans with Disabilities Act of 1990 (ADA) and has adopted standards and procedures regarding accessibility requirements for websites, applications, content, and electronic documents. Due to a change in the law, the State is required to comply with specific accessibility standards for websites, applications, content and documents. Starting 4/24/2026, throughout the Term, all websites, applications, software, content, and electronic documents, including but not limited to mobile applications, text, images, sounds, videos, controls, animations, links, and documents (including files in the following formats: PDF, word processing, presentation, and spreadsheet), created, provided, or made available by the Contractor under this Contract, must comply with WCAG 2.1 Level AA."

All other terms, conditions, specifications and pricing remain the same. Per Contractor, agency, and DTMB Central Procurement approval. Per Contractor, Agency, and DTMB Procurement approval.

Internal State Note: Remaining Ad Board funds after this CN: $129,999.99.

DTMB Giget Schlyer 517-582-8330 SchlyerG@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 2 TO CONTRACT NO. MA240000000311

STATEMENT OF WORK -

IT CHANGE NOTICE

Project Title:

Collaborative Research Environment Project Expiration Enhancement

Period of Coverage:

Same as Contract 240000000311

Requesting Department:

DTMB - Michigan Center for Data and Analytics

Date:

2/6/2025

Agency Program Manager:

Kevin Doyle

Phone:

517-331-0857

DTMB Program Manager:

Giget Schlyer

Phone:

517-582-8330

BACKGROUND:

The State of Michigan – Michigan Center for Data and Analytics contracted with Resultant to deliver a Collaborative Research Environment (Contract 240000000311). This environment is a flexible, scalable data analytics environment for internal and external researchers to leverage, along with the accompanying functionality to collaborate, monitor data usage, and proactively identify potential risk introduced through usage of the data analytics environment. This solution will create a state-controlled data analytics environment for users to engage with data, rather than simply passing files for end users to analyze.

PROJECT OBJECTIVE:

In addition to delivering the Collaborative Research Environment, it has been identified that the CoRE application needs a customization to fulfill requirement 5.0 under General Solution Requirements – “Solution can set and modify timelines for project expiration.”

The current application has the ability to expire projects, but a feature needs to be developed to fulfill timelines. This statement of work will add timelines functionality to the existing project expiration. The change order addresses building out the calendar component on the frontend of the application, creating a function to track the set dates, and modifying the backend to receive/retain the dates.

SCOPE OF WORK:

During the current deployment of the Collaborative Research Environment, Resultant will add the following feature development to the deployment plan.

• Calendar component built into the user interface in order for Agency Manager level users to designate a specific day to expire a project on the existing project expiration page

• Database updates to retain the project expiration dates

• Creation of a new backend function to track project expiration dates which will run at 12:00 AM EST on the designated day

This infrastructure will be configured for two environments: Non-Production and Production. The Non-Production environment will serve the purpose of developing and testing the application before changes are pushed into the production environment.

Note: In the Collaborative Research Environment, a project is used to link data sets to a researcher. Expiring a project does not delete data from the system, just removes assigned users’ access to that data set. This feature enables automatic adherence to data sharing agreement terms.

DELIVERABLES:

Deliverables will not be considered complete until the Agency Project Manager has formally accepted them. Deliverables for this project include:

1. Delivery of an updated CoRE application portal including the ability to set a specific date for a project to expire

PROJECT CONTROL AND REPORTS:

Same as original contract.

SPECIFIC DEPARTMENT STANDARDS:

Agency standards, if any, in addition to DTMB standards.

PAYMENT SCHEDULE:

This is a firm fixed fee statement of work. The total fee for this statement of work is $22,500. This statement of work will increase the Implementation Service Fees Total from $700,040.30 to $722,540.30. This will not affect current production support fees.

Activity Original Fees Contract Change Notice

Contract Change Notice

Project Management $105,378.75 $105,378.75 $105,378.75 Requirements Design & Validation $97,256.25 $97,256.25 $97,256.25

Provision Environments $205,333.00 $237,833.00 $237,833.00 Installation and Configuration $185,962.50 $185,962.50 $185,962.50 Project Expiration Development $0.00 $0.00 $22,500.00

Testing and Acceptance $73,609.80 $73,609.80 $73,609.80

Implementation Service Fees Total $667,540.30 $700,040.30 $722,540.30

Payment will be made on a Satisfactory acceptance of each deliverable basis. DTMB will pay CONTRACTOR upon receipt of properly completed invoice(s) which shall be submitted to the billing address on the State issued purchase order not more often than monthly. DTMB Accounts Payable area will coordinate obtaining Agency and DTMB Project Manager approvals. All invoices should reflect actual work completed by payment date and must be approved by the Agency and DTMB Project Manager prior to payment. The invoices shall describe and document to the State’s satisfaction a description of the work performed, the progress of the project, and fees. When expenses are invoiced, receipts will need to be provided along with a detailed breakdown of each type of expense.

Payment shall be considered timely if made by DTMB within forty-five (45) days after receipt of properly completed invoices.

EXPENSES:

The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc.

PROJECT CONTACTS:

The designated Agency Program Manager is:

Kevin Doyle DTMB – Michigan Center for Data and Analytics 517-331-0857 DoyleK4@michigan.gov

The designated DTMB Program Manager is:

Giget Schyler

DTMB

Lansing, MI 48933

SchlyerG@michigan.gov

AGENCY RESPONSIBILITIES:

Not Applicable. Deployment only.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work at:

• Resultant remote locations.

PROJECT PLAN:

Scope to be integrated into existing timeline.

mailto:SchlyerG@michigan.gov

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Collaborative Research Environment (Data Analytics Solution)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

July 1, 2024 June 30, 2029 5 - 12 Months June 30, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

NA

P-Card Direct Voucher (PRC) Other Yes No

115 W. Allegan St., Suite 430

Lansing 22 48909

John Roach

913-240-6830 jroach@resultant.com

VS0153211

Resultant LLC

C O

N

TR

A C

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Jarrod Barron

517-249-0406

DTMB

Various DTMB

BarronJ1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

NANet 45

Change Notice Number 1

Contract Number MA240000000311 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$3,300,549.00 $32,500.00 $3,333,049.00

DESCRIPTION

Effective 11/25/2024, the parties add $32,500.00 for the data warehouse enhancement services detailed in the attached statement of work. All other terms, conditions, specifications and pricing remain the same.

Per Contractor, agency, and DTMB Central Procurement approval.

Internal State Note: Remaining Ad Board funds after this change: $217,499.99.

DTMB Giget Schlyer 517-582-8330 SchlyerG@michigan.gov

Program Managers for

Multi-Agency and Statewide Contracts

CHANGE NOTICE NO. 1 TO CONTRACT NO. MA240000000311

STATEMENT OF WORK – IT CHANGE NOTICE

Project Title:

Collaborative Research Environment Data Warehouse Change Order

Period of Coverage:

Same as Contract 240000000311

Requesting Department:

DTMB - Michigan Center for Data and Analytics

Date:

8/30/2024

Agency Program Manager:

Kevin Doyle

Phone:

517-331-0857

DTMB Program Manager:

Giget Schlyer

Phone:

BACKGROUND:

The State of Michigan – Michigan Center for Data and Analytics contracted with Resultant to deliver a Collaborative Research Environment (Contract 240000000311). This environment is a flexible, scalable data analytics environment for internal and external researchers to leverage, along with the accompanying functionality to collaborate, monitor data usage, and proactively identify potential risk introduced through usage of the data analytics environment. This solution will create a state-controlled data analytics environment for users to engage with data, rather than simply passing files for end users to analyze.

PROJECT OBJECTIVE:

In addition to delivering the Collaborative Research Environment, it has been identified that MCDA also needs a data warehouse and ETL (extract, transform and load) solution for persistent data storage to be used for ongoing use cases. This change order scope of work will add a cloud data warehouse and ETL solution enabling automated and recurring data ingestion of source data and create a centralized data warehouse for persistent storage. The change order addresses building out the infrastructure for all environments, configuring networking, and making sure that all net-new components are connected together and tested.

SCOPE OF WORK:

The scope of this change order is as follows:

During the current deployment of the Collaborative Research Environment, Resultant will add the following Azure infrastructure to the deployment plan.

• Azure Synapse Dedicated SQL Pool

• Azure Data Factory with Self-hosted integration runtime

• Azure Datalake Storage

This infrastructure will be configured for two environments: Non-Production and Production. The Non-Production environment will serve the purpose of developing and testing data pipelines, schema modifications, and other data operations prior to their deployment into the Production environment.

This change order statement of work is only for the deployment of the Azure infrastructure required to support MCDA data use case work in the future.

OUT OF SCOPE ITEMS:

The following activities will be addressed in a future change order upon further requirements gathering with MCDA and their use cases.

• Setup of the Synapse Warehouse and Datalake data models and security architecture

• Creation of data pipelines from source systems

TASKS:

Technical support is required to assist with the following tasks:

• Resultant will create, deploy, and maintain the Infrastructure as Code for the Data warehouse environment.

• Resultant will coordinate and collaborate with DTMB for network integration.

DELIVERABLES:

Deliverables will not be considered complete until the Agency Project Manager has formally accepted them. Deliverables for this project include:

1. Delivery of a Non-Production and Production environment with Azure Data Factory with Self-hosted integration runtime, Azure Synapse Dedicated SQL Pool, Azure Datalake Storage.

PROJECT CONTROL AND REPORTS:

Same as original contract.

SPECIFIC DEPARTMENT STANDARDS:

Agency standards, if any, in addition to DTMB standards.

PAYMENT SCHEDULE:

This is a firm fixed fee change order. The total fee for this change order is $32,500. This change order will increase the Provision Environments phase from $205,333 to $237,833. This will not affect current production support fees.

Original Fees line items below corrected to reflect 5% discount in primary contract. The Original Fees Total in the primary contract reflected 5% discount but the line items did not reflect 5% discount.

Activity Original Fees Amended Fees

Project Management $105,378.75 $105,378.75

Requirements Design & Validation $97,256.25 $97,256.25

Provision Environments $205,333.00 $237,833.00

Installation and Configuration $185,962.50 $185,962.50

Testing and Acceptance $73,609.80 $73,609.80

Implementation Service Fees Total $667,540.30 $700,040.30

Payment will be made on a Satisfactory acceptance of each deliverable basis. DTMB will pay CONTRACTOR upon receipt of properly completed invoice(s) which shall be submitted to the billing address on the State issued purchase order not more often than monthly. DTMB Accounts Payable area will coordinate obtaining Agency and DTMB Project Manager approvals. All invoices should reflect actual work completed by payment date and must be approved by the Agency and DTMB Project Manager prior to payment. The invoices shall describe and document to the State’s satisfaction a description of the work performed, the progress of the project, and fees. When expenses are invoiced, receipts will need to be provided along with a detailed breakdown of each type of expense.

Payment shall be considered timely if made by DTMB within forty-five (45) days after receipt of properly completed invoices.

EXPENSES:

The State will NOT pay for any travel expenses, including hotel, mileage, meals, parking, etc.

PROJECT CONTACTS:

The designated Agency Program Manager is:

Kevin Doyle DTMB – Michigan Center for Data and Analytics 517-331-0857 DoyleK4@michigan.gov

The designated DTMB Program Manager is:

Giget Schyler DTMB – Agency Services 517-582-8330 SchlyerG@michigan.gov

AGENCY RESPONSIBILITIES:

Not Applicable. Deployment only.

LOCATION OF WHERE THE WORK IS TO BE PERFORMED:

Consultants will work at remote Resultant locations.

PROJECT PLAN:

Scope to be integrated into existing timeline.

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 240000000311 .

between

THE STATE OF MICHIGAN

and

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Resultant

ST

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Pr og ra m

M an ag er

Kevin Doyle DTMB

115 W. Allegan St., Suite 430 517-331-0857

Lansing, MI 48909 doylek4@michigan.gov

John Roach

C on tra ct

Ad m in is tra to r

Jarrod Barron DTMB

913-240-6830 517-249-0406 jroach@resultant.com barronj1@michigan.gov

VS0153211

CONTRACT SUMMARY

DESCRIPTION: Collaborative Research Environment (Data Analytics Solution)

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

7/1/2024 6/30/2029 5, 1-year

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☒ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER. This Contract Agreement is awarded on the basis of the State’s inquiry bearing the solicitation number RFP 240000000378. Orders for Delivery will be issued directly by the Departments through the issuance of a Delivery Order (DO or DOIT1).

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $3,300,549.00

STATE OF MICHIGAN PROCUREMENT

Department of Technology, Management & Budget 320 S. Walnut St, Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT NO. 240000000311

FOR THE CONTRACTOR:

Company Name

Authorized Agent Signature

Authorized Agent (Print or Type)

Date

FOR THE STATE:

Signature

Name & Title

Agency

Date

SOFTWARE CONTRACT TERMS AND

CONDITIONS

These Terms and Conditions, together with all Schedules (including the Statement(s) of Work), Exhibits and any other applicable attachments or addenda (Collectively this “Contract”) are agreed to between the State of Michigan (the “State”) and Resultant, LLC, (“Contractor”), a Indiana limited liability company. This Contract is effective on July 1, 2024 (“Effective Date”), and unless terminated, will expire on June 30, 2029 (the “Term”).

This Contract may be renewed for up to 5 additional 1-year period(s). Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via a Change Notice.

1. Definitions. For the purposes of this Contract, the following terms have the following meanings:

“Acceptance” means the State’s notification to Contractor that the Solution, or any part thereof, conforms to the requirements of this Contract, including the applicable Specifications and Documentation.

“Acceptance Tests” means such tests as may be conducted in as described in Section 9 and any applicable Statement of Work to determine whether the Software meets the requirements of this Contract and the Documentation.

“Access” means when an individual: (1) enters a restricted or locked area, room, container, or system containing State Data; or (2) obtains, acquires, receives, examines, uses, controls (including maintaining physical or technical controls, or having the ability to modify or bypass security controls), or gains knowledge of State Data, by physical, electronic, or any other methods.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of a Person.

“Allegedly Infringing Materials” has the meaning set forth in Section 18.

“Approved Third-Party Components” means all third-party components, including Open-Source Components, that are included in or used in connection with the Software and are specifically identified by Contractor in the Contractor’s Bid Response, in an applicable Statement of Work or elsewhere in this Contract, or as otherwise required by this Contract, including without limitation as part of the State’s Security Accreditation Process defined in Schedule E – Data Security Requirements.

“Authorized Users” means all State employees or contractors authorized by the State to access and use the Software under this Contract, subject to the maximum number of users specified in the applicable Statement of Work.

“Business Day” means a day other than a Saturday, Sunday or other day on which the State is authorized or required by law to be closed for business.

“Business Requirements Specification” means the initial specification setting forth the State’s business requirements regarding the features and functionality of the Software, as set forth in a Statement of Work.

“Contract Change” has the meaning set forth in Subsection 2.2.

“Change Notice” means a writing executed by the parties to the Contract memorializing a change to the Contract.

“Change Proposal” has the meaning set forth in Subsection 2.2.

“Change Request” has the meaning set forth in Subsection 2.2.

“Confidential Information” has the meaning set forth in Subsection 22.1.

“Configuration” means State-specific changes made to the Software without Source Code or structural data model changes occurring.

“Contract” has the meaning set forth in the preamble.

“Contract Administrator” is the individual appointed by each party to (a) administer the terms of this Contract, and (b) approve any Change Notices under this Contract.

Each party’s Contract Administrator will be identified in Schedule A or subsequent Change Notices.

“Contractor” has the meaning set forth in the preamble.

“Contractor’s Bid Response” means the Contractor’s proposal submitted in response to the Solicitation.

“Contractor Hosted” means the Hosted Services and the Operating Environment are provided by Contractor or one or more of its Permitted Subcontractors.

“Contractor Personnel” means all employees of Contractor, or any subcontractors or Permitted Subcontractors involved in the performance of Services hereunder.

“Contractor Pre-Existing Materials” means all software, data, know-how, ideas, methodologies, specifications, and other technology created prior to the performance of the Services, in which Contractor owns such Intellectual Property Rights as are necessary for Contractor to grant the rights and licenses set forth in Section 7.3, and for the State (including its licensees, successors and assigns) to exercise such rights and licenses without violating any right of any third party or any law or incurring any payment obligation to any third party. Contractor Pre-Existing Materials must be identified as Contractor Pre-Existing Materials in an applicable Statement of Work.

“Contractor Project Manager” means the individual appointed by Contractor and identified in Schedule A or subsequent Change Notices to serve as the primary contact, to monitor and coordinate the day-to-day activities of this Contract, and to perform other duties as may be further defined in this Contract, including an applicable Statement of Work.

“Customization” means State-specific changes to the Software's underlying Source Code or structural data model changes.

“Deliverables” means the Software, Documentation, any Hardware, and all other documents and other materials that Contractor is required to or otherwise does provide to the State under this Contract and otherwise in connection with any Services, including all items specifically identified as Deliverables in a Statement of Work and all Work Product.

"Digital Accessibility Standards” means the accessibility standards provided in the SOM Digital Standards, located at https://www.michigan.gov/standards.

“Disaster Recovery Plan” refers to the set(s) of documents, instructions, and procedures which enable the Contractor to respond to accidents, disasters, emergencies, or threats without any stoppage or hindrance in its key operations and to the actions the Contractor takes to meet the Recovery Point and Recovery Time Objectives.

“Documentation” means all user manuals, operating manuals, technical manuals and any other instructions, specifications, documents or materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support, technical or other components, features or requirements of the Deliverable.

https://www.michigan.gov/som/footer/policies/som-applications-and-site-standards

“DTMB” means the Michigan Department of Technology, Management and Budget.

“Effective Date” has the meaning set forth in the preamble.

“Fees” means the fees set forth in the Pricing Schedule attached as Schedule B.

“Financial Audit Period” has the meaning set forth in Subsection 23.1.

“Hardware” means all computer hardware or other equipment provided by Contractor under this Contract, if any, including but not limited to any related accessories.

“Harmful Code” means any software, hardware or other technologies, devices or means, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, encrypt, modify, copy, or otherwise harm or impede in any manner, any (i) computer, software, firmware, data, hardware, system or network, or (ii) any application or function of any of the foregoing or the integrity, use or operation of any data Processed thereby; or (b) prevent the State or any Authorized User from accessing or using the Solution as intended by this Contract, and includes any virus, bug, trojan horse, worm, backdoor or other malicious computer code and any time bomb or drop dead device.

“Hosted Services” means the hosting, management and operation of the: Operating Environment, Software, other services (including support and subcontracted services), and related resources for access and use by the State and its Authorized Users, including any services and facilities related to disaster recovery obligations.

“Implementation Plan” means the schedule included in a Statement of Work setting forth the sequence of events for the performance of Services under a Statement of Work, including the Milestones and Milestone Dates.

“Integration Testing” has the meaning set forth in Section 9.

“Intellectual Property Rights” means all or any of the following: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the associated goodwill; (c) copyrights and copyrightable works (including computer programs), mask works and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law in any jurisdiction throughout the world.

“Key Personnel” means any Contractor Personnel identified as key personnel in the Contract.

“Loss or Losses” means all losses, including but not limited to, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Maintenance Release” means any update, upgrade, release or other adaptation or modification of the Software, including any updated Documentation, that Contractor may generally provide to its licensees from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Software.

“Milestone” means an event or task described in the Implementation Plan under a Statement of Work that must be completed by the corresponding Milestone Date.

“Milestone Date” means the date by which a particular Milestone must be completed as set forth in the Implementation Plan under a Statement of Work.

“New Version” means any new version of the Software, including any updated Documentation, that the Contractor may from time to time introduce and market generally as a distinct licensed product, as may be indicated by Contractor's designation of a new version number.

“Nonconformity” or “Nonconformities” means any failure or failures of a Deliverable, to conform to the requirements of this Contract.

“Open Source Components” means any software component that is subject to any open-source copyright license agreement, including any GNU General Public License or GNU Library or Lesser Public License, or other obligation, restriction or license agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled.

“Operating Environment” means, collectively, the platform, environment and conditions on, in or under which the Software is intended to be installed and operate, as set forth in a Statement of Work, including such structural, functional and other features, conditions and components as hardware, operating software, system architecture, configuration, computing hardware, ancillary equipment, networking, software, firmware, databases, data, and electronic systems (including database management systems).

“PAT” means a document or product accessibility template, including any Information Technology Industry Council Voluntary Product Accessibility Template or VPAT®, that specifies how information and software products, such as websites, applications, software and associated content, conform to the Digital Accessibility Standards.

“Permitted Subcontractor” means any third party hired by Contractor to perform Services for the State under this Contract or that will have Access to or have the ability to control access to State Data or both.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Pricing Schedule” means the schedule attached as Schedule B.

“Process” means to perform any operation or set of operations on any data, information, material, work, expression or other content, including to (a) collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other improvements or derivative works, (b) process, retrieve, output, consult, use, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or (c) block, erase or destroy. “Processing” and “Processed” have correlative meanings.

“Representatives” means a party's employees, officers, directors, partners, shareholders, agents, attorneys, successors and permitted assigns.

“RFP” means the State’s request for proposal designed to solicit responses for Services under this Contract.

“Services” means any of the services, including but not limited to, Hosted Services, installation, configuration, implementation, and/or Support Services, that the Contractor is required to or otherwise does provide under this Contract.

“Service Level Agreement” means the schedule attached as Schedule D, setting forth the Support Services Contractor will provide to the State, and the parties' additional rights and obligations with respect thereto.

“Site” means any physical location(s) designated by the State in, or in accordance with, this Contract or a Statement of Work for delivery and installation of the Deliverable, if applicable.

“Software” means Contractor’s software as set forth in a Statement of Work, and any Approved Third-Party Components, Maintenance Releases or New Versions provided to the State and any Customizations or Configurations made by or for the State pursuant to this Contract, and all copies of the foregoing permitted under this Contract.

“Solution” means Deliverables and Services singularly or in any combination thereof, as applicable, set forth in a Statement of Work.

“Source Code” means the human readable source code of the Software to which it relates, in the programming language in which the Software was written, together with all related flow charts and technical documentation, including a description of the procedure for generating object code, all of a level sufficient to enable a programmer reasonably fluent in such programming language to understand, build, operate, support, maintain and develop modifications, upgrades, updates, adaptations, enhancements, new versions and other derivative works and improvements of, and to develop computer programs compatible with, the Software.

“Specifications” means, for the Software, the specifications collectively set forth in the Business Requirements Specification, Technical Specification, Documentation, Solicitation or Contractor’s Bid Response, if any, for such Software, or elsewhere in a Statement of Work.

“State” means the State of Michigan.

“State Data” has the meaning set forth in Section 21.

“State Hosted” means the Operating Environment is not provided by Contractor or one or more of its Permitted Subcontractors.

“State Materials” means all materials and information, including but not limited to documents, data, know-how, ideas, methodologies, specifications, software, hardware, content and technology, in any form or media, directly or indirectly provided or made available to Contractor by or on behalf of the State in connection with this Contract.

“State Program Managers” are the individuals appointed by the State, or their designees, to (a) monitor and coordinate the day-to-day activities of this Contract; (b) co-sign off on Acceptance of the Deliverables; and (c) perform other duties as may be specified in a Statement of Work. Program Managers will be identified in Schedule A or subsequent Change Notices.

“State Systems” means the information technology infrastructure, including the computers, software, databases, electronic systems (including database management systems) and networks, of the State or any of its designees.

“Statement of Work” means any statement of work entered into by the parties and incorporated into this Contract. The initial Statement of Work is attached as Schedule A.

“Stop Work Order” has the meaning set forth in Section 15.

“Support Services” means the maintenance and support services Contractor is required to or otherwise does provide to the State under the Service Level Agreement.

“System” has the meaning set forth in Schedule I.

“System Acceptance” has the meaning set forth in Schedule I.

“System Integration Testing” has the meaning set forth in Schedule I.

“Technical Specification” means, with respect to any Software, the document setting forth the technical specifications for such Software and included in a Statement of Work.

“Term” has the meaning set forth in the preamble.

“Testing Period” has the meaning set forth in Section 9.

“Transition Period” has the meaning set forth in Section 16.

“Transition Responsibilities” has the meaning set forth in Section 16.

“Unauthorized Removal” has the meaning set forth in Subsection 2.5.

“Unauthorized Removal Credit” has the meaning set forth in Subsection 2.5.

“User Data” means all data, information and other content of any type and in any format, medium or form, whether audio, visual, digital, screen, GUI or other, that is input, uploaded to, placed into or collected, stored, Processed, generated or output by any device, system or network by or on behalf of the State, including any and all works, inventions, data, analyses and other information and materials resulting from any use of the Software by or on behalf of the State under this Contract, including information that identifies the State devices or equipment and any location information even if not input by a user except that User Data does not include the Software or data, information or content, including any GUI, audio, visual or digital or other display or output, that is generated automatically upon executing the Software without additional user input without the inclusion of user derived information or additional user input, with the exception of any identifying information.

“Warranty Period” means the 90 calendar-day period commencing on the date of the State's Acceptance of the Software or System (if Contractor is providing Hardware under this Contract) for which Support Services are provided free of charge.

“Work Product” means everything made or created by Contractor specifically and solely for the State and which is not generally available to Contactor’s other customers that Contractor is required to, or otherwise does, provide to the State under this Contract including but not limited to Customizations, application programming interfaces, computer scripts, macros, user interfaces, reports, project management documents, forms, templates, and other State-specific documents and related materials together with all ideas, concepts, processes, and methodologies developed in connection with this Contract whether or not embodied in this Contract.

2. Duties of Contractor. Contractor will provide the Solution pursuant to Statement(s) of Work entered into under this Contract. Contractor will provide the Solution in a timely, professional manner and in accordance with the terms, conditions, and Specifications set forth in this Contract and the Statement(s) of Work.

2.1 Statement of Work Requirements. No Statement of Work will be effective unless signed by each party’s Contract Administrator. The term of each Statement of Work will commence on the parties' full execution of a Statement of Work and terminate when the parties have fully performed their obligations. The terms and conditions of this Contract will apply at all times to any Statements of Work entered into by the parties and incorporated into this Contract. The State will have the right to terminate such Statement of Work as set forth in Section 16. Contractor acknowledges that time is of the essence with respect to Contractor’s obligations under each Statement of Work and agrees that prompt and timely performance of all such obligations in accordance with this Contract and the Statements of Work (including the Implementation Plan and all Milestone Dates) is strictly required.

2.2 Change Control Process. The State may at any time request in writing (each, a “Change Request”) changes to the Contract, including without limitation changes to the Solution or adding a new Statement of Work (each, a “Contract Change”).

Upon the State’s submission of a Change Request, the parties will evaluate and implement all Changes in accordance with this Section.

(a) As soon as reasonably practicable, and in any case within 20 Business Days following receipt of a Change Request, Contractor will provide the State with a written proposal for implementing the requested Change (“Change Proposal”), setting forth:

(i) a written description of the proposed Changes to any part of the Solution;

(ii) an amended Implementation Plan reflecting: (A) the schedule for commencing and completing any addition or modification to the Solution;

and (B) the effect of such Changes, if any, on completing any other Services under a Statement of Work;

(iii) any additional State Resources Contractor deems necessary to carry out such Changes; and

(iv) any increase or decrease in Fees resulting from the proposed Changes, which increase, or decrease will reflect only the increase or decrease in time and expenses Contractor requires to carry out the Change.

(b) Within 30 Business Days following the State’s receipt of a Change Proposal, the State will by written notice to Contractor, approve, reject, or propose modifications to such Change Proposal. If the State proposes modifications, Contractor must modify and re-deliver the Change Proposal reflecting such modifications, or notify the State of any disagreement, in which event the parties will negotiate in good faith to resolve their disagreement. Upon the State’s approval of the Change Proposal or the parties’ agreement on all proposed modifications each parties’ Contractor Administrator will sign a Change Notice.,

(c) However, if the parties fail to enter into a Change Notice within 15 Business Days following the State’s response to a Change Proposal, the State may, in its discretion:

(i) require Contractor to perform or provide the Solution under the existing Statement of Work without the Change;

(ii) require Contractor to continue to negotiate a Change Notice;

(iii) initiate a Dispute Resolution Procedure; or

(iv) notwithstanding any provision to the contrary in a Statement of Work, terminate this Contract under Subsection 16.1.

(d) No Change will be effective until the parties have executed a Change Notice. Notwithstanding the foregoing, no Change Notice executed after the Effective Date will construed to amend or modify this Contract in any way, unless it specifically states its intent to do so and cites the section or sections amended. Except as the State may request in its Change Request or otherwise in writing, Contractor must continue to perform its obligations in accordance with a Statement of Work pending negotiation and execution of a Change Notice.

Contractor will use its best efforts to limit any delays or Fee increases from any Change to those necessary to perform the Change in accordance with the applicable Change Notice. Each party is responsible for its own costs and expenses of preparing, evaluating, negotiating, and otherwise processing any Change Request, Change Proposal, and Change Notice.

(e)The performance of any functions, activities, tasks, obligations, roles and responsibilities comprising the Solution as described in this Contract are considered part of the Solution and, thus, will not be considered a Change.

This includes the delivery of all Deliverables in accordance with their respective Specifications, and the diagnosis and correction of Nonconformities discovered in Deliverables prior to their Acceptance by the State or, subsequent to their Acceptance by the State, as necessary for Contractor to fulfill its associated warranty requirements and its Support Services under this Contract.

(f) Contractor may, on its own initiative and at its own expense, prepare and submit its own Change Request to the State. However, the State will be under no obligation to approve or otherwise respond to a Change Request initiated by Contractor.

2.3 Contractor Personnel.

(a) Contractor is solely responsible for all Contractor Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits.

(b) Prior to any Contractor Personnel performing any Services, Contractor will:

(i) ensure that such Contractor Personnel have the legal right to work in the United States;

(ii) upon request, require such Contractor Personnel to execute written agreements, in form and substance acceptable to the State, that bind such Contractor Personnel to confidentiality provisions that are at least as protective of the State’s information (including all Confidential Information) as those contained in this Contract; and

(iii) upon request, or as otherwise specified in a Statement of Work, perform background checks on all Contractor Personnel prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks. Pursuant to Michigan law, all agencies subject to IRS Pub. 1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and subcontractor employees, who may have Access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018.

(c) Contractor and all Contractor Personnel will comply with all rules,…